Current reports
2011-12-23 16:32:03
Issue of series A bonds of the Warsaw Stock Exchange
Current Report No. 31/2011
Date: 23 December 2011
Topic: Issue of series A bonds of the Warsaw Stock Exchange
Legal basis:
Article 56.1 (2) of the Act on Offering – current and periodic information
Content:
Further to the current report no. 30/2011 the Warsaw Stock Exchange (“WSE” or “Company” or “Issuer”) informs that on 23 December 2011 it issued 1,700,000 (one million seven hundred thousand) series A bearer bonds of total nominal value of PLN 170,000,000 (one hundred seventy million zlotys).
Series A Bonds were offered pursuant to the procedure set out in Article 9.1 of the Bond Law. Series A Bonds were offered only to qualified investors within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005.
Purpose of the bond issue:
To finance WSE projects including institutional consolidation on the exchange commodity market and extension of the list of products available to investors on that market, as well as technology projects in the area of financial and commodity markets.
Institutional consolidation of the exchange-traded commodities market will in particular consists in increasing the WSE's capital involvement in the Towarowa Giełda Energii S.A. (“TGE”) by purchasing blocks of shares from its current shareholders.
Extending the list of commodities market products and introducing financial instruments with exchange-traded commodities as the underlying will require expenditure related to adapting the transaction systems and other integrated IT systems to handle these products and cooperate with the system of the infrastructure institutions providing services to or cooperating with the WSE in operating in the commodities sector.
Type of issued bonds:
1. The Bonds are bearer bonds.
2. The Bonds were issued under the Bond Law of 29 June 1995 (“Bond Law”).
3. The Bonds have no documentary form.
4. The Bonds are not secured.
It is the intention of the Issuer to introduce the bonds to trading on the Catalyst.
Issue volume:
1,700,000 (one million seven hundred thousand) bearer bonds and a total nominal value of PLN 170,000,000 (one hundred seventy million zlotys).
Nominal value of the bonds and issue price:
Nominal value of the Bonds: PLN 100 (one hundred zlotys) per bond.
The issue price of the Bonds: PLN 100 (one hundred zlotys).
Conditions of bonds redemption and interests payment:
1. Series A Bonds bear interest at a floating interest rate. The interest rate is the sum of WIBOR 6M and a margin. The margin of Series A Bonds equals 1.17%.
2. Interest payment periods: semi-annual. Interest on Series A Bonds shall be paid on dates set out in the terms and conditions of issue of Series A Bonds.
3. The first interest period of Series A Bonds runs from 23 December 2011 (inclusive) until the first interest payment date (exclusive). Each subsequent interest period of Series A Bonds shall run from the interest payment date (inclusive) until the next interest payment date (exclusive).
4. The interest rate of each interest period of Bonds shall be determined on the day three business days before the first day of the interest period in which the interest rate shall apply. For the first interest period interest rate equals 6.17%. If the date of determining an interest rate is a not a trading day (within the meaning set out in the Exchange Rules), the day of determining the interest date shall be the first trading day (within the meaning set out in the Exchange Rules) preceding that day.
5. The bonds redemption date shall be 2 January 2017.
The value of the Issuer’s outstanding liabilities at the last day of the quarter preceding the disclosure of the bond offer and the outlook of the issuer’s liabilities until the complete redemption of the offered bonds:
At the end of the last day of the quarter preceding the disclosure of the bond offer, according to the last quarterly report, at 30 September 2011, the value of the WSE Group’s liabilities was PLN 32,758,000 (thirty two million seven hundred fifty eight thousand zlotys), of which PLN 29,316,000 (twenty nine million three hundred sixteen thousand zlotys) was the value of the Issuer’s liabilities.
At the moment of submitting the report the Management Board of WSE does not have an intention to contract any significant obligation with the exception of issue of series B bearer bonds according to the Resolution No1473/2011 adopted by Management Board of the WSE on 5 December 2011. The outlook of the liabilities until the complete redemption of the bonds should be assessed on the basis of the declarations and information provided by the Issuer as a public company according to the procedure and the rules set out in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 and on the basis of the content of information documents to be published in connection with the issue of bonds.
Information enabling potential buyers of bonds to understand the results of the project to be financed with the bond issue and the issuer’s ability to meet the obligations arising from the bonds, if the project has been defined:
The results of the Issuer’s projects and the Issuer’s ability to meet the obligations arising from the bonds should be assessed on the basis of the declarations and information provided by the Issuer as a public company under the procedure and the rules set out in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005.
Legal basis:
§ 5.1.11 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent.
This material has been prepared in connection with disclosure obligations of Giełda Papierów Wartościowych w Warszawie S.A. (the “Company”) and is for information purposes only and under no circumstances may it be regarded as an offer to purchase securities of the Company, and should not be used in connection with any offer or solicitation of an offer to purchase any bonds of the Company referred to in this report (the "Bonds"), in the territory of Poland or in any other jurisdiction; and in addition to that with respect to United States, Canada and Japan it cannot be used in any manner connected or related to acquisition of any securities issued by the Company.
The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the Bonds in the United States.
Signatures of the Warsaw Stock Exchange Representatives:
Ludwik Sobolewski - President of the Management Board
Adam Maciejewski - Management Board Member